Carol Danvers vs The Sinister Foes of Spider-Man
by Reborn Dark Phoenix
Summary: Title says it all! Carol, as either Ms. Marvel or Captain Marvel, takes on Spider-Man's enemies in this series of one shots! As an added bonus, CarolxPeter moments. Now, Let the beat downs begin! Latest Chapter: Carnage, Part 1!
1. Morbius the Living Vampire

_**IT'S HERE! THE STORY OF THE BATTLES OF AGES!...well maybe not of the ages. But fellow FanFic readers & writers, this begins the saga of just how well Carol Danvers can handle the various enemies of our favorite Web-Slinger, Spiderman; as a bonus, you get Carol/Peter moments. She will face the likes of Rhino, Chameleon, Shocker, Doc Ock, and all the rest!**_

_**Now, let the beatdowns begin! First up, everyone's favorite pseudo-vampire! Enjoy!**_

Chapter 1: Morbius the Living Vampire

Flying through the skies of New York at near supersonic speed was what she was used to. Fighting giant monsters and world threatening supervillians was what she was used to. Fighting street level crime…that was something she was just learning to transition herself into, courtesy of Peter's recent lessons.

Taking on vampires…that was something she had never done before.

Carol continued her slowed flight through Manhattan, keeping close to the streets to ensure that she didn't have any chances of being eluded by her prey. Being it was still night time, she was worried that the chances of finding him were now slimmer than before. He preferred the darkness, though he could still operate in daylight.

"Stop, Carol," she scolded herself, continuing onwards, thoroughly scanning the skies and buildings and streets for her target. "You'll find him; you're going to find him. Those scientists are counting on you. Peter is counting on you." That last thought got her heart beating a bit faster, her will hardening a bit more as she resolved herself to not except failure.

From the get-go, Peter had been against having Morbius as a member of Horizon Labs' staff, and as Spiderman had also made it clear that this was a very bad idea. He believed it was only a matter of time, despite how Morbius fervently claimed he was in control of his vampiric-like instincts, until Morbius lost control and decided to take a drink out of someone's throat. And tonight, as Carol came over to the labs in her civilian identity to visit Peter, Morbius had lost control.

He took a bite out of one of the interns and suddenly all hell broke loose. Security tried to restrain the man-turned-vampire, but he merely shrugged them off. Peter, trying not to expose his identity as Spiderman, tackled him, but Morbius mere grabbed him and sank his fangs into his neck.

"PETER!"

Carol rarely ever experienced fear before that moment, but her whole world seemed like it was going to end in that instant.

Flinging him aside, Morbius crashed through a window and flew off into the night. Max Modell immediately rushed over to the intern's side. "Emilio, kid, c'mon don't die on us!" he had yelled. It wasn't long until the teenager began convulsing. Peter immediately knew what this meant.

"He's turning, guys-get back!" Grabbing Emilio, Peter-followed by Max, Carol and the others- rushed into one of the labs and set him on one of the metal tables. "Ok, we don't have a lot of time. Morbius' bites usually only kill or badly injure, but it has turned one victim in the past! I can try to reverse the process and neutralize the pseudo-vampirism, but I'll need help and time!"

"How can you do that, Parker?" Modell had asked.

"Spiderman knows me from my time at the Bugle," he had replied. "He entrusted me with a way to counter this if it ever happened again. He gave me notes on how to make an antidote-"

"But you got bit too, Peter! What about you?" one of the scientists asked.

"I'll be fine; I haven't had the symptoms as Emilio did. Then I could worry. Ok, guys, get started, I'll get the other materials." As the other scientists began working through Peter's notes, Peter pulled Carol to the side. "Carol-"

"Peter, you're scaring me, and you never scare me," Carol interrupted. "How do I know you're not going to change into a monster like Morbius?"

"Irradiated spider blood, remember," Peter said with a small smile. "Work on everything; now listen carefully. I can make an antidote by synthesizing some of my blood, but Carol, I need some of Morbius' blood to finalize the compound or it won't work and Emilio will turn. I need you to go out there and get a sample." He gave her an empty syringe. "Oh, and beating him senseless and giving him over to the cops or SHIELD wouldn't be a bad thing, either," he added with a smirk.

Carol had still remained doubtful. So Peter did the sensible thing any guy would do to calm his girlfriend and gave her a hug and a loving kiss. "You won't lose me Carol, but if you don't act fast we'll lose the kid. Go."

"How do I find him?"

"I usually follow the screams, but that's just an idea."

That was what Carol, in full Ms. Marvel attire, was doing right now. About 10 minutes had pasted since she left Horizon Labs. Time was running out.

Then she heard them; the screams. Peter was right, she thought with a small smile as she zoomed towards the sounds. She gasped at the scene before her: people were running rampant away from the battle between Morbius and heavily armored SWAT units. The man's mouth was running red with blood and Carol could see why-near a crushed cop car was the dead body of an officer, his throat ripped out. At the sight, her blood began to run hot and she prepared to engage her target.

"MORBIUS!"

The SWAT units, recognizing the Avenger's voice, immediately began to back away as Morbius looked upwards to see who had called him out. As he saw Ms. Marvel, she was slightly fazed to see the feral look on his face, but quickly refocused.

"Morbius, you're under arrest attacking an intern at Horizon Labs, public property damage and the death of an officer," Carol said in a firm commanding tone, courtesy of her time in the air force. "Stand down and surrender. It would be foolish to resist."

"Can't-resist…must feed!" Morbius yelled, grabbing his head with his hand and shaking. "The hunger! I NEED BLOOD!" Suddenly he made a mad dash to the civilians who were foolish enough to think that Ms. Marvel's presence made it safe to stand nearby and watch, a hungry look in his eyes. "NNAAAAARRRGHH!"

"Always the hard way," Ms. Marvel sighed as she slammed her powerful leg downward into Morbius' back, crashing him into the street pavement. Picking him up, she noticed that his arm was broken, possibly from the impact. Pulling out the syringe, she said, "Sorry about the arm, Morbius, but I said it'd be a bad idea to resist. Now stay still, and soon I'll take you to-"

"SCREEEEEECCCHH!"

With a powerful blow, the syringe was knocked out of Carol's hand; Carol herself was then flung into a nearby taxi. The impact didn't faze or hurt her-she once survived a nuke, after all-but it did catch her by surprise. What gave her even more of a shock was when she looked back at Morbius. Gone was whatever intellect & humanity he had struggled to retain in his mad feeding frenzy; before her stood a crazed and mindless creature, completely feral and animalistic. And it charged right at her, landing a powerful punch to her face.

"What the hell," she screamed out loud as she flew upwards to get away before Morbius landed another hit. She was actually seeing some stars. "You weren't that strong a minute ago! What the hell-" She didn't finish her sentence as Morbius flew up at her and tackled her, forcing her into one of the buildings. Immediately, he left her, now heading once more towards the-now screaming in utter terror-civilians.

"Morbius, stop!" Ms. Marvel yelled as she fired her photon blasts at the Living Vampire, knocking him into the ground. Racing down, she grabbed him in a headlock, carefully avoiding the sharp fangs in his mouth. "What the fuck's wrong with you?!" Her only response was his vicious snarls and roars.

Carol suddenly felt her phone ringing and momentarily loosened her hold on Morbius ever so slightly. It was enough for him to break out of her grip and deliver a punch to the face, with a follow-up to the gut. As she fell to the ground, Morbius tried to pounce on her. Using her right arm, she held him at bay as she answered her phone with the other, trying to drown out the snarling.

"Peter? This isn't a good time!"

"Did you get the blood?"

"I was about to when he went all Wolverine-frenzy crazy on me! One minute he was kind of sane, trying but failing to hold his urges in; next minute, he's a monster-well more of a monster!"

"That's happened a few times. Did he break any bones or anything?"

"WHAT DOES THAT HAVE TO DO-"

"YES OR NO, CAROL?!"

"Fine, yes he broke his arm," Carol replied as she looked at Morbius' arm, only to gasp in shock when she realized it was now perfectly fine. "Well, it was broken five minutes ago!"

"Yeah, probably should've mentioned that-sometimes when he gets an injury that bad, his body may heal it faster than it usually does, but it costs him energy and that makes him the freaky snarly thing that's in front of you," Peter said sheepishly.

"Great-how do I snap him out of it?!"

"Umm, about that…he's going to need some more blood for that."

"You're kidding. Please tell me that was a horrible joke of yours."

"Nope."

"That's just great, Peter. Your job couldn't hire one of your OTHER bad guys? Electro, maybe? I could handle Electro."

"C'mon, babe, you can do it; I'm counting on you!" Peter said as he hung up. Those words gave Carol new resolve. She wasn't about to fail her boyfriend-

**_CHOMP!_**

"OWW!" Carol screamed as Morbius sang his fangs into her arm-or rather, tried to. Immediately after trying to sink his fangs into her flesh, Morbius let out a howl of pain. Looking at her arm, Carol smiled to see her skin had not been penetrated.

"Super thick skin, Morbius," she said with a smile. Shrugging off the vampire-like creature, she attacked with a series of punches to the gut. In his feral frenzy, Morbius' endurance and strength had greatly increased, but still not enough to hurt her or take her at full power, so she had to power down a bit. The monster in front of her just attacked her like an animal, slashing and biting and punching at her like crazy. Luckily, acting all feral made it all uncoordinated. Carol had years of hand-to-hand training, so she was easily able to deflect almost all his blows and hits-he managed to get lucky a few times. She had him down, ready to beat him when he suddenly lashed out with a kick to the head, stunning Carol. Immediately, Morbius flew to the bystanders-who for some reason still hadn't had the sense to leave the damn scene. Ms. Marvel quickly recovered-just in time to see Morbius grab a young woman away from her boyfriend and ready to sink his fangs into her screaming throat. Ms. Marvel suddenly zoomed in and slammed Morbius into a nearby building side.

"Sorry, Morbius; dinner's cancelled, tonight."

Immediately in retaliation, Morbius attacked her, but Carol was ready. She wasn't about to let him feed on some more blood, and quickly came up with an alternative to incapacitate her opponent. Grabbing his arms, she raced upwards into the skies, past the skyscrapers into the clouds, racing towards the atmosphere. Despite Morbius having so many qualities of true vampires like Blade did, he was not a true vampire-he was still only human.

Being human, he still needed oxygen to breath.

As Carol continued her ascent into the upper atmosphere, Morbius' struggles began to slowly weaken in resolve. Upon finally breaking the atmosphere and floating at the edge of space, he hopelessly gasped for air. Being half Kree, Carol could easily breathe in this environment where the oxygen was too little in supply for Morbius, and he eventually faded into unconsciousness.

Zooming back down to New York, Carol landed to the sounds of applause. Everyone cheered her on for stopping Morbius. Smiling, she found the syringe that had been dropped earlier and proceeded to draw out a blood sample before handing Morbius to the now arriving SHIELD agents. Carol took off towards Horizon, arriving in the lab in only five seconds. After quickly willing her uniform into her civilian identity, she went inside.

Only 30 minutes had passed since she left.

Peter looked to the door opening and seeing who it was, left the other scientists working to slow Emilio's transformation to head to her, welcoming her back with a loving embrace.

"I knew you could do it, Carol. Not much trouble?"

"I just took him into space," she replied nonchalantly, enticing a shocked look from him.

"Huh, I should look into that."

"Sure, Peter, you do that. Here's the sample," she replied as she handed him the syringe, then looked at his neck. "The wound's almost healed."

"Helps to be bit by a spider," Peter smirked. Carol responded with a soft kiss.

"I'm glad you're ok, babe; now go save that kid."

With that, Peter went off to help the intern, Carol watching him work with eyes that glowed more and more with affection.

_**So, what did you think? Anything I could work on, you want to ask or just want to say, leave in a review-your feedback, from all of you is greatly appreciated! :D**_

_**Now, let me get some things out of the way:**_

_**1) If there are any Spider-Man villains you want to see, don't hesitate to ask! Just tell me who you want Carol to beat down next and I will do my best to bring an awesome fight.**_

_**2) I will not just be doing solo villain battles, but teams too-meaning you'll see the Enforcers and even the Sinister 6/7/12! Hell, maybe even the SUPERIOR SIX!**_

_**3) If anyone is wondering, YES I do plan an eventual SpOck story, but I'd like to save that for sometime down the line. I will not disappoint.**_

_**4) I will be alternating Carol between Ms. Marvel and Captain Marvel, everyone who-like me-loves both costumes.**_

_**Now I want to ask: would you like to see Carol team up with Peter, or would you rather have her go it solo? I'm wondering for future chapters and would love to hear your opinion.**_

_**Next chapter coming soon! Until then, check out my other stories if you want. Until next time, readers.**_


	2. Shocker

_**So, now we continue on with Carol's battles against the sinister Spider-Man foes out there. Thanks for the support from those who've enjoyed the last chapter, means a lot :) Now, this chapter gave me a bit of difficulty, but I hope you all enjoy this final product. Next in the rink, the Shocker! Enjoy!**_

_**Disclaimer: Ms. Marvel, Spider-Man and all characters are owned by Marvel.**_

Chapter 2: Shocker

"Mommy, I'm scared," the little girl cried. Her tears were not just a result of her fear, but of the dust around her and the others, as well.

"Don't worry sweetie," her mother reassured her as she pulled her in closer and tighter. "We'll be ok. Spider-Man's going to save us; he always does."

"It's Spider-Man's fault this is happening in the first place!" a man yelled to the mother. "Stop filling her with false hope!"

"My daughter is terrified, you asshole," she snapped back. "She ought to know that everything'll be ok!"

"Lady's right, man," a young college man added. "That's pretty messed up, dude."

"He's right," another lady spoke up, her face covered in dust. "This is all Spider-Man's fault I'm about to end up a human pancake! I just go proposed to and-"

"How dare you, young lady!" an elderly man retorted, holding his wife and their pet Rottweiler. "Spider-Man is the reason you're not dead yet, and you have the audacity to say it's all his fault?!"

"Look," said the cop with the broken leg, "I'm all for Spider-Man as much as the next guy, but you gotta admit, this does look pretty-"

"Um, excuse me guys?" a voice quipped up. Everyone turned their attention back to the Webhead, who was using all his strength to support the massive building that had fallen earlier in his battle with the Shocker, threatening to crush the people who were now arguing either for or against him.

"Yeah, guys, kind of trying to figure out a way out of this, so can you please shut up? Thanks!" Spider-Man said, the strain clearly detectable in his voice. The building was luckily set for demolition later this month, so it was empty, leaving him to worry only about the people under him, the ones not lucky enough to get out of the way in time. Peter still wasn't sure how this happened.

It had been a regular fight: Shocker had chosen today to rob a bank, and fleeing the scene, Spider-Man had jumped in to stop him as usual. The money was safe, which really pissed off Shocker, and the villain struck back with a vengeance, blasting the hero as much as he could, trading punches and such. Being the quick spider-like guy he is, Spider-Man was able to hold out against the villain, as per usual. Then Shocker got in a lucky hit, sending Peter flying into the empty building. Then Shocker fired at the entire building, bringing it down-right where these unlucky people were. Ever responsible, Peter managed to catch the falling building, saving them all-for the moment.

Now trying to hold the entirety of the building's 70+ ton weight on his hands and shoulders, Spider-Man was trying to think of how to get the people out of under the building and away from Shocker to safety.

Speaking of Shocker….

"Well, well, lookit what I caught," came the annoying drawl as Shocker came into view. "Got me a spider." He rose up his vibro-smashers and took aim at Spider-Man, the whine of the vibrations preparing to fire very audible.

Peter suddenly realized that Shocker had no idea that there were other people underneath the massive structure-he thought it was just him.

"This is just too good to be true."

"Shocker, wait!" Peter yelled, trying to reason with the villain who now wanted him dead. "There are other people under here besides me-a child, an old couple…even a dog! Let them come out before killing me at least!"

"Nice try, Webs," Shocker retorted, an evil smile forming under his mask. "But I call bullshit on your bluff."

"Dammit, Schultz, I'm not bluffing-"

"Shut up, and die," Shocker interrupted as he fired –

As something slammed into his side, knocking him back a few dozen feet away and sending his blasts harmlessly into the skies. Peter was surprised at the sudden action that occurred before him. When the dust cleared from the impact, however, he immediately burst into a smile, though it was hidden behind his mask.

In the nick of time, Carol-or Ms. Marvel as most knew her-had arrived, effectively helping deflect blasts that could've killed him and the people he was protecting and now was here to help.

"Cheer up, little girl," Peter said to the child in a comforting tone. "Ms. Marvel is here to save us."

"Really?" she replied, a hopeful smile on her lips; her mother and the other suddenly had looks of joy.

Carol walked over, bent down a little to assess the situation and immediately grabbed the building, lifting it up with almost no effort while taking a good load of pressure off the Webhead.

"Boy," he said with a gasp of relief, rubbing his very sore arms. "Am I glad to see you right now!"

"Just right now?" Ms. Marvel replied with a smirk. "I was under the impression that you're always glad to see me, Webhead."

"Well, of course, but now more than usual." The grin was noticeable in his voice.

"Ms. Marvel, are you here to save us?" the little girl asked. Carol turned to give her her most warming smile. She couldn't have been older than six.

"You bet; you and your mom and everyone here." Turning to the firefighters on the scene, she yelled out, "I'll hold the building so you all can get these people out. We have a child, an injured officer and an elderly couple among others!"

"Don't forget the dog!" Spider-Man yelled as the firefighters and medics rushed over.

"Well, at least she's doing something about the situation," the recently engaged woman said aloud. "Now that there's a real hero here, we're ok!"

Having heard it all before, Peter just rolled his eyes and sighed to himself, remembering you can't make everyone happy. Carol, however, became furious with her comment and rushed to defend his honor.

"Are you dead, lady? Do you see your loved ones crying that you didn't make it?" When the woman had no answer to give, she continued. "Yeah, I thought so, and you know why? Because of Spider-Man! He risked his own life supporting this thing to keep you guys alive. Because of him, you're still breathing you ungrateful little b-"

"CAROL, BEHIND YOU!" Spidey yelled, his Spider-Sense going haywire. The warning came too late as Ms. Marvel was bombarded by vibration blasts. The force & shock of the impact was so great that it jolted her hands, and she let go of the building. Everyone underneath-civilians, firefighters and paramedics-screamed in horror and would've been crushed if Spider-Man didn't quickly grab the building again, once more taking the entire weight on his shoulders.

"Big mistake, blondie!" Shocker yelled as he continued his relentless bombarding on the heroine. "You're gonna pay for that!"

Under the building, the little girl began crying. "Spider-Man, he's hurting Ms. Marvel!"

"Don't worry, kid," Peter said in a heavily strained voice as he tried to set the equilibrium of the building right to balance out the weight on him. "It takes more than that to hurt Ms. Marvel."

Shocker ended his attack, satisfied, and began walking to where Carol was now on all fours. "Word of advice, Blondie: stay away from stuff that doesn't concern-" He never got to finish his sentence as he was hit by a photon blast, sending him flying into a nearby car.

"Did you just shoot at me?" Ms. Marvel asked with such ice that it sent shivers down the villain's spine. "I hold up the building to get innocent people out and you have the nerve to SHOOT at me?!"

"How did you-"

"Superhuman durability," Carol snarled in reply, now walking menacingly towards him, cracking her knuckles.

"Um…Ms. Marvel?" Spider-Man called from his position.

"Don't worry, Webs, I got this," came her reply. "Just keep holding up that thing." Her fist began glowing.

"Oh…yay," Peter said sarcastically.

"Ok, Shocker, time for you to get some words of advice," Carol said. "You don't just hit a hero in the back and get away with it!" At those words, she raced at him, making to punch him into next week-only to have her fist bounce off some kind of force field, shocking her completely.

"Oh yeah, the bug should've told you-I have a built-in vibration force field. Basically, you can't touch me," Shocker smirked as he blasted Carol again with his gauntlets, sending her staggering a few feet back; the vibration blasts were powerful, but not strong enough to send her flying or knock her out and hurt her. "Lucky for me," the villain continued, "I can still go all out and hit you!"

'Dammit, this isn't good,' Carol thought as she dodged another blast. 'He didn't have that when I first tackled him. Can't hit him with that force field now, and I have no idea what its endurance threshold is. But…a blast can get through, since I sent him flying when he hit me.' She then fired a photon blast at him, only for Shocker to barely dodge it and return fire-this time up above her, sending a few chunks of a nearby building falling down towards her. Carol managed to dodge them all, then raced to the ground to attack again. Shocker anticipated that, and setting his gauntlets accordingly at maximum strength, he began punching into air-but vibration impacts were hitting Carol. 'Ok, he can send shock punches through the air…wasn't expecting that. Let's try another tackle.' Carol then dropped to the ground and flew at the villain's legs, making to force him to fall. She connected with the force field, but her momentum broke through enough to send him sprawling down. But Shocker then fired up, his vibration blasts hitting Carol full in the chest. Her durability continued to greatly lessen the impact the blasts would've had on her organs, but this was getting to be tiresome. 'I need to land a hit now, or soon someone's going to get hurt.'

Ms. Marvel landed few dozen feet away from Shocker. "Ok, Shocker, you want to play with the big kids?! Let's play!" She fired dual photon blasts, only for him to counter with a dual vibration blast of his own, the vibrations forcing the energy blasts at bay, slowly dispersing the atoms of the energy.

"Enough force and even energy atoms will disperse, but nice try Blondie! Anything you can dish I can dish back. Full power and I can kick your energy hits away!"

"You want full power, Shocker?!" Carol smirked devilishly as her eyes began glowing. "I'll give you REAL full power!" With that, she surged massive amounts of energy into her blasts, increasing its power exponentially, blasting through the vibration blasts. With a yell of surprise, the villain was flung into a nearby squad car.

Carol fell down onto one knee, getting herself together. That had been one hell of a blast, and it somewhat drained her.

Suddenly, Shocker tackled her, catching her completely off-guard, knocking her into the ground and grabbed her in a choke hold. Before Carol had anytime to even register what had just happened-who in their right mind would tackle her without any powers?-Shocker slammed one of his gauntlets to her ear and fired. The pain was unbearable as Carol began screaming. Her pain receptors, though enhanced to Kree physiology standards, could not sustain a direct hit to the ear canals by powerful vibrations. If this continued, the vibratory assault could potentially make her brain explode. All her mental activity froze, however, as she was assaulted by this attack on her ears. She could do nothing.

"Once I'm done with you, I'm going back after Spider-Man, finish him off," Shocker gloated, enjoying both how he was beating Ms. Marvel, and how the attractive heroine was squirming against his body.

Those words somehow made it Carol's mind and only one though formulated through the haze of pain: 'I won't let him hurt Peter.'

Shocker didn't see her hand until the photon blast sent him flying across the battle ridden street. Slowly but steadily, Carol returned to her feet, ready to beat this man to a pulp. "You're going to pay for that, Shocker," she snarled. She flew at him and began firing a continuous flurry of punches, each one more powerful than the last. Shocker was unsure of what was happening-the heroine knew she couldn't directly hit him with his force field around him, which was what she was hitting. What was her play?

Unbeknownst to the villain, Carol had an underlying plan: being able to absorb all form of energy, many forget this includes kinetic energy. The force of impacts between her fists and the force field was pure kinetic energy. Absorbing it, Carol continued relentlessly on her punching onslaught, striking at Shocker's field, keeping him unable to retaliate in any form, striking harder and harder until-

All of a sudden, echoing feedback whined out for miles as Shocker's force field shattered, the strain of Ms. Marvel's ever increasing punching frenzy too much for it to handle. The heroine stood there, arms folded and unable to contain her devious grin; Shocker stood there also, staring at her in utter shock at what just happened.

"Well…fuck," was all he could say.

"Couldn't have said it better," Carol replied as she started towards him. In desperation, the villain fired his gauntlets at her. Tired of this, she simply endured its impacts and continued walking over, and upon reaching him she grabbed his gauntlets and crushed them with her hands.

"Um…I surrender?" Shocker sheepishly said, the fear in his eyes very visible.

"Took you long enough," she replied with a smirk as she knocked him out with one punch.

"Ms. Marvel-the building!" Crap, she had completely forgotten about Peter.

"Oh don't worry, I'm having the time of my life here; keep doing your thing, Ms. Marvel-don't mind me," Spider-Man yelled with a heavy strain. Every single one of the trapped civilians made it out during the fight; now only he was left under the building, and since he was holding it, there wasn't a visible way to get him out in time before the building squashed him like a…well, spider. Luckily, Ms. Marvel took the struggle out of his hands as she immediately grabbed the building again, allowing Peter to walk away at last.

"What, and let you hog all the fun?" she smirked, her eyes betraying the joking manner she said it in. As soon as he was well away from the building, she set it down at last.

As the two of them saw the cops handcuff the unconscious villain, the little girl came up to her. "Thanks, Ms. Marvel; you're the best hero ever. You saved us from the bad man, and you saved Spider-Man, too!"

"You're welcome; what's your name?" Carol said as she knelt to give her a hug.

"Claire."

"Well, Claire, you have to thank Spider-Man here, too; he was the one who made sure the big building. He has a big heart and you should know that no matter what, Spider-Man will always do what's right and will always be there to save you; he'll never let the bad guys hurt you. He's one of the greatest heroes out there, even better than me."

"Ok," the girl said and then hugged Peter. "Thanks, Spider-Man."

"You got it, Claire," he smiled. As the girl went back to her mother, he turned to Carol. "That was pretty nice of you to say."

"Don't get used to it," Carol smiled, enticing a small chuckle from the Webhead.

"Well, I'm off to make sure Shocker doesn't do anything stupid on his way to the Raft, but when I come back, want to get some dinner?"

"I'd love that," Carol said with a luminous smile as she hugged her Amazing Spider-Man before he webbed off to follow the police convoy.

_**I grew up with the Spectacular Spiderman version of Shocker-my personal favorite-but I decided to stay true to the original, Herman Schultz.**_

_**Like it? What did you think? What can I improve on? Your reviews and feedback are always welcomed :)**_

_**Have a Spidey Villain you want to see next? Let me know via review or PM. I will do my best to not disappoint.**_

_**Now on another note, on the day I release the next chapter (by the end of the week), I will also launch another one-shot series: "Marvelous and Amazing." Guess who it'll be about? Originally, it was going to be my first published story, but I lost motivation and interest (and I call myself a Peter/Carol advocate...). I'd like to thank aspiringactor for giving me the push & motivation to go ahead with the project. It'll focus solely on Peter & Carol's relationship (and sometimes lack of). I'm sure you'll all love it. **_

_**"SPIDERMAN/MS. MARVEL: LOVE & WAR" launches next week, so keep an eye out! Until next time, readers.**_


	3. Chameleon

_**Today, we shall pay some homage to one of my favorite shows as a kid (and even now), The Spectacular Spider-Man. I can't believe they cancelled that show, there was so much more they could have done. Oh well. Anyways, we continue with the beat downs. I'd like to thank all of you for the support for this series, and I have received all of your suggestions. I'm currently finishing a Lizard one-shot, and I'm working chapters for Kraven, Morlun, Thousand, Rhino and others. I promise, I will not disappoint you guys.**_

_**Next in the rink, Chameleon-enjoy!**_

Chapter 3: Chameleon

The yacht's boarding was almost complete, but Mayor Bloomberg was still nervous. Looking up, he saw the two choppers-one NYPD, one SHIELD-flying overhead, scanning the piers and waters. On the pier, several squad cars were parked with a small army of police officers patrolling, keeping a close eye on the businessmen, politicians and rich folk boarding the yacht. So far, he hadn't appeared; that didn't mean anything. He had robbed three banks, a jewelry store and an armored car. The deputy mayor, the NYPD Commissioner, J. Jonah Jameson, businessmen and bankers, local politicians…hell, even SHIELD Commander Maria Hill had demanded his immediate capture.

And yet the Avengers and SHIELD Director Nick Fury maintained that Spider-Man was innocent.

Bloomberg wanted to believe it-after all, despite what Jameson and the Commissioner believed, the spider-themed vigilante had done a great deal of good for New York City, since before his time as mayor. Crime had been at greatly low levels for the last few years thanks to him. He truly wanted to believe Spider-Man was innocent.

Which was why he had readily agreed to the plan that Captain America had proposed to him to catch the "imposter."

"Mayor," Commissioner Kelly approached the man. "We're ready, I believe. Let's get you onboard before a certain arachnid decides to crash the party."

"I still don't want to believe it, Ray," Michael Bloomberg sighed heavily. "Spider-Man's done nothing but good for the last 12 years. It's hard to believe he's suddenly gone rogue."

"Believe it, Mayor," came the annoying drawl of the Daily Bugle's editor as he approached. "The Bugle's been going on for years about how the Webhead is a menace to society." Turning to Kelly, he went on to say, "I'm assuming you've taken the proper security arrangements."

"Officers all over the ship, Jameson," Kelly replied, finding himself to be greatly annoyed by this man. "And a SHIELD chopper is on standby, courtesy of Fury himself." With that, the commissioner boarded the yacht, followed by Jameson, seven officers and finally, the mayor. As the mayor boarded, he caught the eye of one particular officer already onboard. A young blonde woman with eyes blue as a cloudless sky; he gave her a nod, to which she nodded back and proceeded inside the boat.

'Along with some extra security detail,' Bloomberg thought to himself.

* * *

The yacht was now a good distance away from the shore line, and the party was at full blast. Bloomberg felt more at ease. About 25 cops were in this room alone, and more were all over the boat. He allowed himself to relax and let himself enjoy the party. He had spoken with a few of the businessmen and bankers, some politicians…he even conversed with some of the officers. The way everyone seemed to like him, he felt sure the election was in the bag.

Grabbing another drink to drown out Jameson, he turned to the young blond officer, and quickly felt uneasy. She was standing by the window, next to another cop, but unlike the other officer's relaxed figure, she seemed on edge. She was moving her eyes back and forth through the crowd, specifically at two individuals. Following her gaze, she saw why she looked so tense and edgy.

One of the waiters, while his other peers were serving various drinks to the guests, kept to serving only one beverage-cocoa-to the officers. A crew member had entered the room and not left for 25 minutes, which was unnerving being all crew members should've been doing something on board.

She was clearly suspicious alright, but nonetheless took the beverage the waiter gave her; it seemed she wasn't, however, going to drink it any time soon.

Despite his initial concern, Bloomberg was confident in the blonde officer, and felt sure he could count on her, so he returned his attention back to the party.

About 15 minutes later, the mayor began to speak up. "Thank you everyone for coming," Bloomberg began speaking. "You support means a lot to me and to the city. Up to now, we've been striving to ensure that this city and its people get the attention they deserve, their voices be heard and their communities ensured. With your continued support, the Bloomberg administration ensures that we can build a better tomorrow for our children, and for that I thank you for your being her tonight."

All of a sudden, the lights went out and gasps of surprise from the guests.

"As does your Friendly Neighborhood Spider-Thief!" Everyone gasped in surprise as the lights went back on, revealing the red & blue of Spider-Man.

"Stop him!" Commissioner Kelly yelled, pulling out a gun. The Spider-Man immediately fired a web at the man, sending him and his gun plummeting into the ground. All around, the guests began screaming in horror as they saw the other officers on the ground, out cold courtesy of the cocoa the waiter gave them.

All except one-the blonde officer by the window was still conscious, having never touched the drink. Unfortunately, she was clearly too shocked and surprised at what was happening before her that she didn't do anything. As such, the Spider-Man easily catapulted himself into her, slamming her into the reinforced glass window. "Only one who didn't get knocked out," he mused. "Can't have you trying to play hero!" He then webbed her up and left her at the window, shooting two webs into bags and flung them to the ground. "Ok, folks, you know the drill: FILL 'EM UP!"

* * *

***10 minutes later***

The Spider-Man kept an ever vigil eye on the people in the room. They feared him, trembling as they dumped their jewelry, money and other precious items into the bags. The two guys he had brought along were playing their parts nicely, informing him via their ear pieces of anything that might interfere with his plans. The guy dressed as the crew member was taking pictures with the camera installed in his glasses; soon, Spider-Man would be hated all over the city, soon even the Avengers would abandon and betray him, locking him away. Then his plan would be complete.

What concerned him a bit initially was the young blonde cop-she didn't drink the drugged cocoa the guy in the waiter getup gave her. But he had taken care of her, knocking the wind out of her and webbing him up with his web creations. She was no threat.

He noticed that the mayor was standing idly by the bag.

Bloomberg couldn't believe it. Spider-Man had somehow gotten on board-no, it couldn't be Spider-Man; but then how could he have taken out the Avenger so easily? Now, they all had to suffer, giving up their money and jewels lest the rogue hero/imposter hurt them. But how could he relinquish the ring his grandfather gave him when he was 17 years old?

"Your honor," the arachnid said deviously, landing next to him. "If you hold onto that ring too tight, I bite."

Wanting to live rather, Bloomberg reluctantly placed his ring in the bag, and walked back to where Jameson and Ray Kelly were. The commissioner had a skeptical look on his face.

"Ray?"

"He's too tall," Commissioner Kelly whispered. "Spider-Man once came to argue with me about locking up some Maggia…this isn't him; this guy's a fraud!" He quickly ran to the imposter, doing his best to be stealthy. Unfortunately, nobody knew that the waiter and crew member were in on this two. The waiter whispered to the imposter in his comm, warning him of the attack.

"My Spider-Sense is tingling!" the Spider-Man said as he swerved his body around to deliver a strong kick into Kelly's chest, sending him flying and crashing into a table on the other side of the room. Everyone began gasping and shrieking in a panic frenzy. "Yeah, folks!" the Spider-Man yelled, menacingly approaching some of the guests. "That's Spider strength right there! Everyone who ever thought it was all just lies and rumors, you think if I wasn't Spider-Man I could fake that?!"

"You know-actually, I do."

The voice came from the young blonde officer, who stood up, eyes glowing fiercely. With a pitiful snap, she easily broke free of the webbing that bound her.

"Especially with this pathetic excuse of webbing, you imposter," she snarled as she began glowing brightly. Her uniform began dissolving, and in its place a black one piece body suit with a lightning bolt lacing it appeared, with long leather boots, a sash and a mask. Before long, the young cop had disappeared-in her place stood the Avenger known as Ms. Marvel.

The imposter was NOT expecting this to happen. Currently, the only thought in his head at the moment was "Oh fuck fuck fuck fuck…."

"Alright, pal," the heroine said as she began floating over, her fists glowing. "The game's over. You can come quietly; if you do, I won't beat you senseless before handing you over to Spider-Man."

"What?!" the imposter said, deciding to turn this in his favor. "I AM SPIDER-MAN! I'm tired of you Avengers treating me like a second-rate sidekick all the time, the way you always treat me like dirt, never taking me seriously! It's time I got what I deserved for being the hero!"

"Oh you'll get what you deserve, jack ass," Carol snarled.

"You think I can't take you?! I've faced the Hulk and Juggernaut!"

"Yeah…Spider-Man did face those guys at some points in his career."

"Told you-I am Spider-Man!"

"Prove it: what did you get me for our three month anniversary?"

The entire room filled with silence, the guests and the imposter shocked and trying to make sense of what Ms. Marvel had just said. What did Spider-Man get Ms. Marvel for their three month anniversary? SPIDER-MAN & MS. MARVEL were a COUPLE?! Since when did THIS happen?!

That was exactly what the imposter was thinking, and he thought he had it figured out.

"Nothing," he smirked. "Because we never had a three month anniversary! C'mon, seriously, me and you? That'd never happen; you're too good for me and too high up there. See, I am the real Spider-Man."

"Wrong answer," Carol replied, blasting him into a table with a photon blast. "Now, how did you think Spider-Man's super strong Avenger girlfriend was going to react to you posing as him while he's recovering from a broken leg?"

"Posing!?" J. Jonah Jameson yelled out in fury. "You just caught him in the act, hero! He's a menace, like I've been saying for the last 12 years, for crying out-"

"Jameson, I'm about to beat the crap out of a criminal; you want to be next?"

That shut the man up.

"But-but, you and Spider-Man?! No way!" the imposter cried out. "NOW, BOYS!" Immediately, the waiter threw all his cocoa mugs on the ground, and a number of explosions rang out, causing every one of the guests to break out in a panic frenzy, running chaotically among the smoke. This allowed the imposter and his goons to make a break for it, gathering the bags of money and jewels and heading to the boat deck. Carol, however, wasn't letting them go that easy.

On the deck, the imposter Spider-Man got onto a speed boat docked by the yacht's side, and the goons threw him the bags, just as they were about to jump in, the yacht rumbled as Ms. Marvel burst out from the deck's floor, fists ablaze.

"NOT SO FAST!"

The speed boat immediately took off, leaving the waiter and crew man behind to deal with the heroine-deal with her meaning that they looked at the retreating boat, took one look at the heroine and dropped to their knees with hands on their heads.

"We surrender."

"Smart move," she replied as she knocked them both out, ensuring they don't try to escape later on. Right after, she flew off after the speed boat, not letting it out of her sight. She really wanted to beat this guy senseless. When she heard about it at first, she almost crushed Peter-then she remembered the Abomination had broken his leg and he was in the Tower's infirmary recovering from their fight with the Masters of Evil. When Cap and Fury came up with this plan, she immediately volunteered.

The imposter looked back, and seeing the heroine gaining on him, threw a bunch of grenades at her. Needless to say, Carol was unimpressed.

"Grenades?! Really?! I'm offended," the heroine yelled out, easily dodging the projectiles. Deciding to get this over with, she used her full speed and a split second later, she land on the speed boat. Apparently, the imposter had prepared.

"How about a taste of Spider Punch!" he screamed as he hit Carol with a powerful gauntlet that utilized kinetic energy to deliver powerful punches. Unfortunately for him, Ms. Marvel absorbed kinetic energy, and the blow did less than nothing to her.

"Ok that's just sad. First of all, Spider-Man sounds nothing like that!" Carol grabbed the gauntlet as the imposter tried to land a second hit. "Second, his quips & jokes are so much better than that!" She crushed the gauntlet in her fist as if it were a dried up leaf. "Third, I absorb kinetic energy, dumbass." She gave him a hard headbutt, knocking the imposter out cold. Dropping him on the floor, she blasted the boat's controls, effectively rendering it useless as it slowly stopped.

Carol grabbed the imposter and pulled off his mask. "SHIELD Chopper 9, this is Ms. Marvel," she spoke into her ear piece. "I have the subject. It turns out the Chameleon has been posing as Spider-Man." She stared at the villain's white face mask.

"Understood, Ms. Marvel," the pilot of the SHIELD chopper over the pier replied. "We'll be on the pier waiting for drop off."

* * *

"YOU HEARD ME, A RETRACTION!" Jameson yelled in his phone. What Carol heard him say next, that no one else could due to her superhuman hearing, made her chuckle. "But on page 42…in four point font." Guess you can't win them all, she told herself.

"Mayor Bloomberg," Ms. Marvel said as she walked up to him. "I'm…well, I'm sorry about your campaign party being ruined back there," she said with a sheepish smile.

"Not to worry, ma'am," the mayor replied with a smile. "I want to thank you-Spider-Man's been a beacon of hope for this city for 12 years. He's done a great service and is one of the best people I've met. Thank you for helping me remember that."

"Well…you're welcome, your honor," the heroine replied. "All in a day's work, I guess; well have a good evening." As she made to fly back to Avengers Tower to report the mission as a success, the Mayor asked her a question.

"Um, Ms. Marvel-I'm curious as to know…what DID Spider-Man get you for your three month anniversary?"

"He got me this beautiful necklace, and it was engraved with the words 'World's Most Marvelous Woman,' with my lightning bolt insignia on it…it was amazing, you'd have to see it to know what I mean," Carol replied with her luminous smile.

"I imagine so, ma'am. I wish the best of luck to you both, even if you've been going at it for quite a while now."

"Almost a year, but thank you," the heroine said. And with that, seeing the SHIELD chopper take off with the Chameleon and his henchmen to the Raft, she flew off into the night.

_**xxxxxxxxxxxxxx**_

_**For those not native to NYC or the States, or for those who don't know, Bloomberg is our current mayor, which'll change in a few weeks, and Ray Kelly is the city's police commissioner, the guy who supports the stop-&-frisk. I always figured that Kelly would kind of be against a vigilante roaming his city.**_

_**And yes, I twisted a bit the "Spectacular Spider-Man" episode where Spidey met Chameleon, just replaced him with Carol :)**_

_**So, liked it? Anything I can improve on? I always welcome feedback and your reviews are always appreciated.**_

_**On another note, "Marvelous & Amazing" has launched! Check it out! "Love & War" launches next week.**_

_**Next villain coming soon. 'Til next time readers :)**_


	4. The Lizard

_**And we're back, readers! We return to the ring of "Carol Danvers vs. the Sinister Foes of Spider-Man," ready to see another glorious beatdown! I'd again like to that all of you guys for the support and love you've given this story, it means a lot :) Now, fellow FanFic folk, we continue the saga!**_

_**Next up in the ring, the reptilian Hulk of the Spider-Man Rogue's Gallery. Enjoy!**_

_**{Reminder: *insert disclaimer here...*}**_

Chapter 4: The Lizard

"There's an innocent man inside there-he can't be held accountable for what the monster does!"

"He's killed time and again, and you STILL want to keep him alive?!"

"You act like he CHOSE for all this to happen!"

"Well, he DID inject himself with the serum willingly, if I remember you saying so!"

"FOR A COMPLETELY DIFFERENT REASON! He wanted to help mankind!"

"That's how it always starts!"

**RRRRWWAAARRRRGHH!**

Spider-Man and Captain Marvel momentarily stopped their heated argument to return their attention to the creature. Heavily webbed to the wall, the Lizard continuously clawed, snapped and snarled at the two heroes in front of it, hell-bent on shredding them both into pieces.

"Lizard, shut up," Carol snarled, pointing her glowing fist at the creature threateningly. "The grownups are talking." The Lizard ceased its noise and movement, staring at her with its slit eyes. Carol didn't know it, but she had just made its kill list. It watched as the two began arguing again.

The entirety of Grand Central Station had been evacuated by the police, and the two Avengers had managed to subdue the monster, with quite a bit of difficulty. A bit of difficulty meaning that the couple-who almost never argued about anything-simply refused to give in to the other's idea on how the villain should be dealt with. Even after subduing the Lizard, they continued to heatedly argue about what to do with him.

Peter still believed that Curt Connors was somewhere in there & could one day be saved. Carol felt Connors was lost, fully succumbed to the Lizard, and that he should pay for all those he had killed in his rampages with his life.

In the background, the officers and SWAT units stared at the heroes uneasily, unsure of what to make of the situation before them. A SHIELD team had just arrived to bring the Lizard to the Raft, but upon seeing the two yelling at each other, they remained on the sidelines with the locals. The lead agent, Phil Coulson-already familiar with the Avengers from numerous occasions-cautiously approached Spider-Man and Captain Marvel. The man was unsure of what to say, and in all honesty, being this close to the Lizard, even when it was incapacitated, made him a tad bit nervous.

"Spider-Man, Captain; I think we should maybe, I don't know, start sending Connors to the-"

"Connors doesn't exist anymore!" Carol snapped, making the agent step back. "This thing needs to be put down immediately-it's too unpredictable and too damn dangerous! Hell, Spider-Man says he tried to kill his own son once-"

"And managed to stop himself from doing it!" Peter yelled. "Carol, the man is in there, I know it, and I am not letting you do anything life threatening to him! What if it were you in his shoes?! Would you want me to put you down, too?!"

"HELL YES!" Carol screamed, astonished that her boyfriend was defending this filth. "Nothing justifies murder, monster or not! If I ever went on that path, I'd EXPECT you to put me down, even if it was just ONE person I killed!"

"Really?" the Webhead replied, folding his arms in defiance. "Even if that one person was Mystique?" Oh, if looks could kill, he thought to himself as Carol went to furious to hell spawned seething. Her eyes started glowing, and at that moment, his Spider-Sense went off like crazy. "Ok, maybe that was a bit uncalled for, but that doesn't require you to hit me," said, ready to jump at a moment's notice should his girlfriend try to hit him.

"Yeah that was kind of uncalled for," Carol snapped, "but I'm not going to hit you."

"Then why is my Spider-Sense-"

**SNAP SNAP SNAP SNAP**

"CRAP!" Spider-Man yelled as he grabbed Coulson and jumped out of the way, the Lizard having broken free from its bonds and lunging at Captain Marvel with a frenzy, chomping down on her arm like a hungry beast.

"ARGHHH!" Carol roared as she fell to the ground, the impact of the collision and fall stunning her momentarily. Despite how strong the Lizard was, however, Carol was stronger; grabbing its snout, she pulled its jaw off her arm and then flung the creature into the ceiling. It easily clung to it, faced the Avenger and roared ferociously. "Dammit, you freak!" she yelled as she fired a photon blast at the creature, only for it to dodge and plummet itself down, slamming Carol with a powerful tail swat.

"Carol!" Spider-Man yelled as Lizard then pounced onto her, only for her to grab its throat and hold it at bay as she stood up.

"I've got this, Spider! Get the cops and agents out of here!" Carol yelled back as she punched her opponent into the wall, enticing a monstrous roar from the reptile.

"Dammit, don't kill him!"

"No guarantees!" Carol yelled with a snarl as she flew over to where the Lizard had fallen. She was welcomed with a powerful tail hit to her face, and the creature immediately jumped at her while she was stunned, slashing at her costume, tearing at her in its bloodthirsty hatred for her.

"Ok, that's it!" Carol screamed as she grabbed both of its arms and brutally head butted the Lizard, sending it flying into the wall. "This is my newest costume and you go & try to rip it to shreds?! Wait, why did I just say that? Huh, I really am hanging out too much with Pe-UUMMPHHH!" At her momentary distraction, Lizard charged at her, both crashing into the stairs leading to the dining area. Carol immediately retaliated with one of her more stronger punches, sending the creature flying into the ceiling-clear through and right out into the night sky.

"Oh crap," Carol suddenly realized. "I just send Lizard flying into the sky, out into the open…dammit, if he crashes into some innocent people, I'll never forgive my-" her thoughts her immediately interrupted with a vicious roar as the Lizard came right back through the hole it crashed through at jumped down in front of her, snarling viciously.

"Ok…you're focusing on me; ok, I can work with that," Captain Marvel decided aloud. At once, Lizard pounced at her, ready to bite her face. Carol quickly grabbed its jaws, forcing them to stay open as the creature continuously struggled against her superior strength. "Ha! Nice try, freak, but you aren't biting me any time-" Carol never finished her sentence as she was instantly jerked forward; the Lizard snapped its head backwards, slamming the heroine into the ground, and immediately slammed its powerful tail into her face, sending her flying into the wall. It let out a vicious roar, clearly enjoying the battle.

"Ok, Connors," Carol snarled as she stood back up, brushing rubble off herself and eyes glowing. "You want to play rough? Let's play rough, then."

Lizard immediately charged at the Avenger, only to be blasted back by a powerful photon blast. The impact made the creature roar in pain as it fell onto the ground, snarling and snapping at Carol.

"Aww, what's the matter? Did I hurt the big bag lizard?" Carol mocked in a baby voice, her smirk showing her confidence. It was clearly obvious that Lizard was a regular Spider-Man villain with that: at Carol's remark, the Lizard let out a bloodthirsty & ferocious roar, clearly angry at what she had just said. "Yeah, Peter's jokes are rubbing off on me."

The creature charged at the Avenger once again, and this time, Captain Marvel responded with her own running charge, her fists, glowing powerfully with raw energy. Once she was in rage, she landed a devastating punch on the creature's face sending it flying through the walls.

And letting it crash outside, into the swarm of people.

"Carol, you idiot."

Cursing herself, she rushed outside, already hearing the roars and screams and fire of guns. Once she got outside, she saw the masses of civilians rushing in a panic to get anywhere besides there. Police and SHIELD agents were helping them escape. In the middle of the street, Spider-Man had lassoed a web line around Lizard's neck, trying to keep it from chasing after the people.

"C'mon, Connors, snap out of it! Dammit, you should take lessons from the Hulk about this; he's really got his problems under control. I told him he should write a book, help guys like you."

"Give it up, Spider; Connors is gone!" Carol yelled as she flew over and grabbed the creature in a choke hold. "We need to put it down as soon as possible!"

"OK, seriously," Peter fumed, letting go of the line as his girlfriend clearly wasn't letting the roaring monster go. "Why is it that you can't give him a chance?! You've been given chances when you were recovering from your drinking problem!"

"I didn't go on murderous rampages while I was drunk!" Carol snapped back, her anger returning. "Don't you dare try playing that card on me, Spider!"

"It's the same concept!"

"It is not the same concept at all! I became a drunk because I lost focus on what was important in life! How is that in any way similar?!"

"Connors took the serum because he was disillusioned about what was best for his situation, just like you were!"

"For the love of God, Peter!" Carol roared, raising her hands into the air in frustration, not realizing her mistake until too late.

Free once more, the Lizard slammed Carol with its tail into a nearby car, stunning her. Spider-Man immediately jumped onto the creature's back, attempting to web its snout and lead him back into the station for the two heroes to fight it again.

"Yeehaw! Lizard rodeo!"

The creature slammed its back into a nearby car, knocking the wind out of the arachnid. With a roar, the Lizard chased after the civilians.

"Nice going," Carol remarked as she helped her boyfriend up. "You distracted me and now he's out there. C'mon let's go stop him."

"We are NOT killing him, Carol; that is unacceptable," Peter answered before swinging off in pursuit, and Carol was shocked that he sounded very angry towards her.

Lizard was being fired upon by SWAT and SHIELD agents, trying to get to the screaming mass of civilians. Getting closer to Times Square, the creature let out a monstrous roar-just as Spider-Man appeared and shot some webbing into its eyes.

"Hey, Lizzie, got something on your face!"

As Lizard blindly slashed into the air, Captain Marvel slammed into it, sending it crashing into the ground. "Ok, now how do we incapacitate it or knock it out?!"

"Honesty, I've never gotten this far-usually, he's run off by now and turned back to Connors, hiding somewhere in the sewers. Then he comes back a day or two later back in scales and tries to eat me!"

"That's not helping!"

Suddenly, Lizard tripped Carol with it tail, and before Peter could react, it threw a car at him, which would normally be easy to dodge if not for a bunch of cops behind him that would've been crushed. He just had to take it for the team. The Lizard immediately rushed for the nearest human being to shred to pieces, which happened to be a little girl separated from her mother.

"AAAAHHHHHHH!"

"CAROL! THE GIRL!" Peter cried as he got the car off himself.

Carol immediately rushed over to the creature, which was clearly about to kill this child, and was ready herself to knock this damned monster into next year-

When she noticed that the Lizard seemed to be holding some…restraint?

The monster immediately reared its head back and roared, grabbing its head with its clawed hands, and began stumbling slightly, before slamming itself into the ground, writhering in what appeared to be pain, roaring and snapping.

"That's it, Connors!" Spider-Man yelled as he came up. "You can do this! FIGHT IT!"

Carol was stunned; what was a bloodthirsty creature bent on slaughtering a child ten seconds ago was now a struggling being trying to control itself and its bestial urges, brutally forcing itself to try and reign in the self-control it needed.

"That's it, Connors, you can do it!"

Then, Lizard stopped and looked at the heroes, and Carol heard it speak, which greatly shocked her.

"Sssspider-Man…sssstop me…Can't c-control…"

Then the bestial glint in its eyes returned as Lizard lunged at the arachnid, snapping and clawing at his costume while his hands did their best to keep its throat and jaws away.

"Dammit Connors, you can still fight-"

Carol then grabbed Lizard into a chokehold once more and pulled the creature off of Peter, applying pressure to the monster's windpipe. Slowly but steadily, its vicious roars and snaps and frantic flailing began to falter.

"I'm sorry, Dr. Connors, but this is for your own good," she told the creature. Its head turned slightly, allowing her to see its eye, and Carol could swear she saw a hint of gratitude and sadness.

Finally, the Lizard fell unconscious.

"Coulson," Carol yelled out. "Take him to the Raft."

As the cops and agents began preparing the transport, Carol couldn't help but watch the unconscious monster, and she began to feel remorse for what she had said and believed about the man under the monster. Peter came up to her, placing her arm against her shoulder.

"I'm sorry, Peter."

"What?"

"For doubting you, for doubting Connors…I just was so sure that he was lost inside the Lizard, but seeing him do that…seeing him refuse to let himself kill that little girl, it-it made me realize that you were right. Connors is still in there somewhere, and he needs all the help he can get to save him. He's lucky you've cared so much all these years."

"Well he was one of my professors in college, so I guess I can't just forget about him."

"He was your professor in college?"

"Yeah, this was before he lost his arm and injected himself."

"Well, he's lucky you were there to care," Carol pulled off Peter's mask to give him a loving kiss. "I know; I'm lucky you cared about me with my problems."

_**XXXXXXXXX-A/N-XXXXXXXXXX**_

_**Reviews & feedback are always welcome, as usual. What did you like, what you didn't like, etc. You all know the drill :)**_

_**What did you think of this Lizard interpretation? I was unsure of how to go, being when Amazing Spider-Man 688-91 revealed Connors was always in control (I think it was there, correct me if I'm wrong) and ASM's Lizard was kind of similar...I kind of preferred the monster, but what did you think, guys?**_

_**Be sure to check out my other Spider-Man/Ms. Marvel stories, especially "Love & War."**_

_**Next villian: the Rhino! Until next time readers :)**_


	5. The Rhino

_**We return to another beatdown of the Sinister Foes of Spider-Man, courtesy of our favorite heroine, Carol Danvers! Welcome back, dear readers. Before we start, have you heard the news from Marvel? February 2014, a new MS. MARVEL title will be released, circling around teenage Arab-American girl who (if I understood right, correct me if I'm wrong) got her powers from the Terrigen Mists from Infinity. I, for one, am stoked for it.**_

_**Anyways, next up in the ring, as promised, the Rhino! Enjoy :)**_

Chapter 5: Rhino

Of all the bad guys her boyfriend faced on a regular basis, this one was clearly one of the more dangerous, and one of the most dangerous-not in terms of psyche, but in brute strength. Not many of the villains they faced as AVENGERS, let alone her own villains, could punch her through five buildings, much less make it hurt.

Quickly recovering, Carol got back up, her angry eyes now glowing and her temper rapidly rising. And she saw that people were just standing there, staring; sometimes, innocent bystanders could be such idiots.

"CLEAR THE AREA!" she yelled at the top of her lungs. Then, she heard the rumblings-the telltale signs that the behemoth was charging through the other buildings, right for her again. "NOW!" she yelled again, and this time, the gawking bystanders responded, having heard and felt the rumblings, and started running in panic. Carol held her ground, defiantly looking towards the direction he was coming in and her fists began glowing, as her opponent came crashing through the final building into the street she was in.

"YOU THINK YOU CAN JUST SHOW UP AND BEAT ME SENSELESS, MS. MARVEL?! NO ONE BEATS THE RHINO!"

"Watch me, O'Hirn!" Carol yelled back as she slammed into Rhino's charging bulk at full unrelenting strength. Rhino, however, was just as powerful as a fully powered Ms. Marvel; she only managed to push him back a half block before O'Hirn secured a sure solid footing, proceeding then to push her back with just as much force. At a literal standoff, the heroine and villain pushed back at each other with amazing strength until Ms. Marvel pulled back slightly enough to fire a powerful dual photon blast into Rhino's chest. The sudden change in force and momentum caught Rhino by surprise as he was blasted across the street into an abandon city bus with a loud crash and boom.

"And that, Rhino, is just a taste of what I can do," Ms. Marvel smirked as she turned away from the villain, convinced he was done. "You know, I can see why Spidey can have a bit of trouble with this guy, being that he isn't on my level…not that that's an issue, it's no problem that he's not on my level; actually, it's kind of cute when he tries to bring me down when we spar, the way he acts…wait what was I talking about-"

**BOOM!**

The bus she had sent O'Hirn flying into came crashing into her from the ground, causing it to explode on her. Of course, the explosion and heat from the flames had no effect on her, both being kinetic and regular energy, allowing her to simply absorb it all. However, the attack DID succeed in making her very angry. With a snarl, she stomped out of the smoke surrounding her-

And she was greeted promptly by a very powerful fist punching her into the sky.

"And THAT is just a taste of what I can do, Blondie!" Rhino roared as he grabbed two nearby cars. Now, of course, even in the face of imminent danger, innocent bystanders just never seem to get the message and still stick around. Seeing one of Spider-Man's strongest enemies knock one of the strongest Avengers out there into the sky finally made them see reason, and with screams of panic, civilians began running left, right and center. "Yeah, that's right-run your asses outta here! The Rhino is strong enough to duke it out with Ms. Marvel and-"

"Oh, would you shut up?!" Carol yelled as she landed a devastating axe kick on Rhino's armored back, the impact echoing for miles as the villain was forced to crash into the ground with a resonating boom. "Seriously, you talk more than Spider-Man! …well, actually, scratch that, NO ONE talks more than him; well, maybe Deadpool." The heroine then grabbed the villain by the horn and threw him towards Central Park, hoping to minimize collateral damage and keep bystanders away. Flying after him, Carol proceeded to bombard the supervillian with a flurry of photon blasts. "But Deadpool kind of creeps me out so he doesn't really count."

"SHUT UP AND DIE!" Rhino roared as he ripped one of the boulders from the ground and flung it at her. Unimpressed, Carol simply dodged the projectile. What she wasn't expecting was Rhino to jump right at her after throwing the boulder and slam her into the ground. Using the momentum of his fall, O'Hirn dropped right onto Ms. Marvel, the impact echoing for miles. Taking advantage of the situation, Rhino immediately started landing powerful punches on her face and chest, each one more powerful than the last and more unrelenting.

"I'm gonna kill you, you hear me?! I'm gonna kill and show your bloody body to the Web Freak, you b-"

Ms. Marvel's powerful hand suddenly grabbed Rhino's powerful fist. "You know something, Rhino," she snarled as her eyes started glowing in power and fury. "I really hate it when someone calls him a freak!" With her leg, Carol kicked the villain's armored chest, sending him flying back straight into the nearby trees with a thunderous crash. Standing up, Carol fired a powerful photon blast in the direction Rhino flew, sending him back a few more dozen meters. This was going nowhere, she realized.

'Ok, think Carol, think. This scumbag is armored all over, and it enables him to take anything I can dish, plus he can match me blow for blow. But I can take anything he can dish, too. That doesn't help; c'mon, soldier, think of something-'

Her thoughts were suddenly interrupted as almost a dozen trees flying over her head. Turning to that direction, Ms. Marvel instantly saw what the intention was.

The trees had crashed into a nearby tour bus and a few cars. Already, people were running away in terror, but those in the cars and bus were trapped. She needed to help, now. In less than two seconds, she was at the first car, flinging the trees back into the park, careful as not to hit anymore bystanders. As she progressed, though, Carol felt the ground trembling again. It was clear at that moment: Rhino had used the trees as a distraction to occupy her while he struck her with a charge.

"Huh, he's smarter than Peter lets on," she mused to herself.

Working quickly, Carol got the people in the cars out easily, but the tour bus had almost 30 people inside and that required a bit more patience. That was something she couldn't afford at the moment; turning back, she saw the Rhino charging straight at her, and if she moved, the civilians would be crushed since Rhino couldn't maneuver easily; but if she stayed, the sudden impact and momentum would send her back, crashing into the bus and people anyways. This was a lose-lose situation, until Carol got a quick idea. Grabbing the door of the bus, she ripped the metal back, creating a larger opening for more people to get out.

"EVERYONE MOVE, NOW!" Carol screamed as the terrified tourists made their escape, the last one now out of the bus.

Just in time, as at that moment, when Carol turned around, Rhino tackled her, the momentum of his charge crashing them right through the abandoned tour bus. Ms. Marvel, however, wasn't about to let the villain take her down so easily. Slamming her feet into the ground, she built up enough friction to slow the momentum as well as Rhino's charge. The kinetic energy of the friction absorbed through her body, her strength was augmented more. With a yell, she grabbed Rhino's horn and brought his face into her knee, enticing a roar of pain from the villain; she then flung him back into Central Park, the impact of the villain and the ground sending tremors for blocks around.

"Now stay down, O'Hirn," Carol snarled as she landed a few feet away from the large man, her fists glowing with energy. "I'm being nice and offering you a last chance to surrender. But hey, I'm more than willing to keep-"

Rhino then flung a large fistful of dirt into her eyes, blinding her. Caught by surprise, Carol instinctively flew her hands to her eyes in an attempt to get the dirt out. Rhino was now free once more to go all out on the Avenger. Grabbing her by the face, he slammed her into the ground savagely repeatedly, then grabbing her leg he thrashed her back and forth on the ground before throwing her into one of the nearby boulders with a thunderous boom. To finish it off, Rhino then charged right at her, ready to impale the heroine with his powerful horn-

But just as he was about to impale her, Carol grabbed the horn and with her powerful legs brutally stopped the charging bulking brute.

"Ok Rhino…no more Miss Nice Guy," Ms. Marvel said with a growl. With a yell, she kicked O'Hirn back and started blasting him again and again. 'Ok, soldier, you need a plan here-everything you throw at him and he just shrugs it off. Thank God, that goes both ways or I'd be done by now…Focus Carol, the armor's extremely durable, covers everything except his face-'

The face…

"THAT'S IT, YOU BITCH!" Rhino roared as he stood back up, cracking his knuckles. "I am gonna crush your skull and impale your heart on my horn!"

At looking more closely at O'Hirn's face, she saw that his nose was broken and bleeding from when she had kneed him there a few minutes ago. That was when Carol finally found the chink in Alex O'Hirn's Rhino suit-his face was completely exposed and unprotected. That was where she needed to strike, and since the armor and all those chemical/mutagen experiments had increased his durability, she could let loose.

"Come and try, Rhino," she smirked, getting into a defensive stance.

With a furious roar, Rhino charged right at her, his horn poised to impale her, quickly building the momentum and charge up powerfully as he charged straight for Ms. Marvel. Timing it exactly right, Carol brought her fist up in a devastating uppercut right into his face, sending the villain flying into the sky. Flying after him, she grabbed his arm and began spinning him round and round in midair, letting go to fling him back into the same boulder he had thrown her in.

"Time to say goodnight, Rhino," Carol yelled as she landed yet another devastating slamming kick into the supervillian's chest. Landing on top of him, she grabbed his horn, bringing his now bleeding face up, and began punching him again and again. With every punch, O'Hirn let out a more and more weakened shout of pain. After a few more hits, Carol stopped to look at the Rhino's bloody and swollen face. She was surprised Spider-Man had never thought to hit him here before.

"I'm gonna…geth you when I geth out, you bith…Cruthh you an thhe Wehfleek-"

**POW!**

With a final punch, Carol knocked the Rhino out cold and dropped him on the ground.

"What did I say about calling him a freak, Rhino?"

Taking a step back, Carol sighed in relief, knowing that this scumbag wasn't going to be any more trouble. Combing her hand through her hair, she felt a sudden vibration on her waistline; pulling out her phone, she saw she had a text, and seeing who it was from, she couldn't help but smile as she opened and read it:

**Hey :) nice fight**

**Mind grabbing the horn in a pose? I need a pic for Jameson**

Laughing to herself, Carol turned to see the growing mass of media and paper reporters, civilians and police trying to keep the former two back. Searching the crowd, she smiled at the sight of a brown haired and fairly cute looking photographer taking pictures of her & Rhino. Turning back to her unconscious opponent, she grabbed his horn once more and pulled him up, making it look like she was making sure he was out cold. After 10 seconds, she dropped the head and looked back at the photographer, who gave her a thumbs up and motioned to the nearby building rooftops; she understood what he meant-he'd be waiting for her up there.

'Good old Peter,' she thought to herself as she smiled. A SHIELD prison transport arrived at that minute to take Rhino to the Raft. Certain that the agents had the situation under control, she stepped back to allow them to do their job; the lead agent came up to her.

"Thanks, Ms. Marvel-we'll take it from here."

"Good to hear, agent," Carol replied. "If you'll excuse me…" With that, she flew off to the nearby rooftops. 'I've got a date.'

_**XXXXXXXXXX-A/N-XXXXXXXXXX**_

_**With that, another round is ended with Ms. Marvel the victor once more. You all know the drill-review, give feedback, suggestions and what I can improve on.**_

_**A reminder: the next TWO (yes, TWO) chapters for "Love & War" will be released tomorrow, so keep an eye out. And again, thank you all for your continued support for this series as well as my other stories :)**_

_**Now, on a side note, I'm sure you readers of Captain Marvel know by now that Carol's memories are gone & whatnot, and she's again on a path to find herself (life hates her, it seems). We all know, also, that Otto isn't leaving Peter's body any time soon. A thought crossed my mind: what if Marvel finally decided to let the Peter/Carol romance blossom...but in a way we never thought?**_

_**Imagine if the Superior Spider-Man and a memory-lost Captain Marvel got together?**_

_**Yeah...think about that.**_

_**...**_

_**And with that, the next chapter is Kraven the Hunter! Until next time readers :D**_

_**(You're all gonna hate me for that thought in your head now, I know it)**_


	6. Kraven the Hunter: 1st Encounter

_**For Round 6, we shall delve more into Carol's military training as opposed to her superhuman abilities. Hopefully, this chapter captures that nicely. And now, we enter the ring once more, readers. Next up, Kraven the Hunter! Enjoy!**_

_**PS: *insert Disclaimer here**_

Chapter 6: Kraven the Hunter, 1st Encounter

I am a hunter, one of the best-no, the best on the face of the planet. I have travelled the globe, from my home of Mother Russia, to the South America Amazon, to the Antarctic Savage Land, to the planes of the sub-Sahara, searching for worthy prey to face. Lion, tiger, raptor, buffalo, shark…I, Sergei Kravenoff, have hunted and bested them all.

This has greatly reduced the number of suitable opponents that Mother Nature can offer me. She has given so much life, produced such marvelous specimen through her lifespan of countless millennia; few specimens today can offer me the challenge I so seek, that I so desperately desire in the wilderness that I have come to call a second home.

For that reason, I find myself once more in the urban jungles of New York City; tonight, I once again hunt he who is said to be untouchable & un-killable by his enemies. He who rules the streets with the crown of an arachnid, he who has eluded capture for all the years he has walked this city.

He, who is called…the Spider-Man.

He is indeed a worthy opponent; no other specimen I have ever come across has sensed me before I reveal myself, for my jungle potions mask my scent. It is as if he has an uncanny sense of danger. But it matters not, for no prey can elude Sergei Kravenoff. But I must say, this Spider-Man offers me an exhilarating challenge. He avoids my strikes and proves to be quite agile, but I am just as agile & quick and I can avoid his strikes as well. I chase my prey across the rooftops of the city, and no matter how much he attempts to elude me, I always find him; yet no matter how hard I try, I cannot catch him. His agility, clearly that of a superhuman, matches my own, granted by my potions.

I seek to know just how elusive this prey is.

So, I prepare a paralysis dart as I throw my spear. The Spider-Man dodges it easily, as I plan for him to do-I attack him when he sidesteps my spear and as we crash into another rooftop, I thrust the dart into his shoulder, effectively incapacitating my prey. I have heard rumors that his blood is tainted in a way that prevents many toxins from lasting long; whether there is truth to that or not, I will not take any chances. But as I make to end the hunt, I feel…disappointed that I felled the Spider-Man so easily. I draw my knives out, marveling at out the hunt was challenging and exhilarating in itself, yet my victory is bittersweet. Nonetheless, I prepare to give him an honorable death-

But no, I am attacked, ambushed-rushed from the left; I am carried across the street below to another rooftop and I am flung. My agility and reflexes, however, enhanced by my jungle potions, save me as I land in a defensive stance, knives at the ready. I face my attacker, the one who would dare interrupt my kill.

And it is a woman, She is a beautiful creature, her hair flowing in the night breeze and eyes as blue as the summer skies above Russia. She wears a military style uniform: red & blue with golden stripes and a golden multi-pointed star on her chest, her waistline adorned with a red sash, and red gloves & boots. The fury in her eyes is unmistakable; is she perhaps one of his allies, or a guardian?

I care not as I throw a knife at her-but she blocks it with her gloved hand, and it does nothing to harm her before it falls harmlessly at her feet. Taking out another of my blades, I prepare for what I am sure will be a powerful attack-she is clearly a superhuman, so I make to prepare a defense.

But she slams her foot onto the hilt of the blade at her feet, sending it flying up into her gloved hand. She grabs it and stares at me. To my surprise, she easily, gracefully and skillfully twirls the blade in her fingers and throws it up in the sky a few inches, grabbing it expertly with her other hand. She smiles wickedly as she takes up a fighting stance, blade in hand, motioning for me to make the first move.

I realize two this at that moment: she is clearly a military veteran, and she has challenged me to a knife fight.

With a leap towards her, I eagerly accept the challenge. I attack her with all my skill, thrusting my blades at her, relentlessly pressing my assault. I slash, thrust, parry and hack with every skill at my disposal, my blades moving like flowing liquid in perfect execution. Yet, at every attack, I am blocked by her blade. She is clearly not letting herself use her fully power, but she is evidently highly skilled enough in the art of bladed combat to block my strikes with such precision and finesse. Despite her disadvantage of wielding one blade against my two, her technique makes it clear that she is more than capable of fighting against such odds.

Then, with a parry, she blocks yet another of my thrusts; her smile turns even more wicked.

Immediately, as I can barely register in sufficient time, she goes on the offensive, thrusting and slashing and hacking at me, and it is all I can do to block her strikes. I have no chance to retake the offense; I am forced to focus on defending myself from her blade. How did this happen? I find myself barely keeping up with her, and that is when I notice her agility and speed is slowly starting to pick up. I realize she is slowly allowing her powers to increase and give her a better edge. Immediately I see that this will not end for me if I allow it to continue. I have greatly underestimated this woman-if I am not careful, she will surely harm me. Seeing the fury still in her eyes, I feel certain that may be her intent.

So I fire a sweep kick, forcing her to fall down; from here, I plan to pounce at her and-no, she no sooner touches the ground with her hand than flips back upwards, kicking the knife out of my left hand. With a twirl of a martial artist, she lands a kick onto my side, forcing me to fall down. Of course, my agility and heightened senses allow me to maneuver myself to land again in a defensive stance, but no sooner to I turn back to my opponent to attack her than I must instantly dodge. She has flung the knife from my hand at me, and she barely misses, though I fear that was her intent. She toys with me, proving with her actions that though she may chose not to, she CAN hurt me.

I seek to end this, and return to my purpose-hunt the Spider-Man, who I feel certain has recovered and escaped the scene by now. With a roar, I tackle my opponent, only for her to grab my shoulders and flip me into midair. As I land on my back, she makes to bring her blade onto my face, and I barely have enough time to bring my own to block it. Only then do I see that to be a ruse; her other hand quickly rips my knife from my fingers. Instinctively, I flip myself up and slam her in the face with a snap kick-which does nothing at all. The woman throws her own blade aside and proceeds to engage me in unarmed combat. Though she does not utilize her superior strength, her speed comes into play instantly. She is well trained, as well as I am, but I cannot match her superior speed. At every instant, she throws punches, fists, kicks and even back hands. I cannot block all her strikes while every one of my own, she can easily avoid. My jungle potions may have increased my speed and agility, but it proves no match against her natural speed.

With one well-placed kick, she sends me-Sergei Kravenoff-flying off the ledge, down into the streets below. Just as I think I am to meet my death, I am saved by a net of webbing, something I instantly recognize to be as that of Spider-Man. I am encased, trapped as a fish in a fisherman's net, and I am helpless, swinging in my trap from a lamp post.

My opponent slowly floats down to where I am trapped, a devious smirk on her lips. Spider-Man soon appears, recovered from my paralysis dart, landing on her and clinging onto her shoulder.

"Thanks for all your help back there, Webs," she says in a sarcastic tone.

"You seemed to be doing pretty fine on your own; plus, seeing you fight like that…was kind of hot," the Spider-Man replies.

"Oh, shut up," she replies as she places a kiss on his masked cheek. "So, this is the famous Kraven, huh? Bit of advice, pal; it's not a smart move to hunt Spider-Man in a city full of his…"

Her words fade into the distance as I contemplate what had happened.

I, Sergei Kravenoff, have been bested by this woman.

Only because she utilized her powers.

Spider-Man instantly disappears from my mind; this ally of his has now claimed my full attention. She is truly a worthy challenge, one I will be certain to win the next time I face her.

And next time, it will not be only her with the advantage of superpowers.

**_XXXXXXXXXX-A/N-XXXXXXXXXX_**

**_As the title & the last line implies, Kraven's coming back soon ;)_**

**_As to whether Carol actually knows the art of knife fighting, well, I have no idea, but the military trains their soldiers in a number of defense/offense techniques, maybe knife fighting is one of them (I've never been in the armed forces so don't hold me to that)._**

**_Well, you all know what to do-review, feedback, liked & didn't like and the works. And as always, I thank you all for the support you give for the series, it is greatly appreciated :)_**

**_Next chapter coming soon, and the next chapter of "Love & War" will definitely launch tomorrow._**

**_As always, until next time readers :)_**


	7. Carnage Part 1

_**This was quite the popular choice on the poll, and your wish has been granted! Next up in the ring, everyone's favorite homicidal Symbiote Serial Killer!**_

_**Discalimer: Marvel owns everything.**_

Chapter 7: Carnage Part 1

"Avengers Priority Alert coming in from the Financial District! Any Avengers in the area, I need you there, now!"

"The Financial District…not that far," she mused to herself as she took off in that direction. As she did so, she pressed her finger on the comm in her ear. "This is Ms. Marvel; I'm 30 seconds out! What's the situation, Cage?"

"Spider-Man, that's what!" Cage replied as he looked at the large flat screens, that served as both entertainment and monitor feeds, of Avengers Mansion, headquarters of the New Avengers. "He needs help with one of his regular bad guys, but from what I'm seeing, this crazy SOB-"

"Cage, who is it?"

"Some red Symbiote freak-Carnate or something!"

"Carnage," Carol corrected, her voice suddenly filled with a hint of fear; she remembered very well the last time she had encountered a Symbiote, and she hated that experience. But she remembered after the Siege as Peter had tried to comfort her over Venom possessing her and her asking how he never went crazy with that thing, he told her that Carnage was MUCH more deadly and sinister than any of the Venom hosts. She prayed that she would never have to encounter this one.

Fate wasn't kind to her today.

"Yeah, Carnage; he just showed up and started randomly killing people. Webs showed up to take him down, but this thing is-Sweet Christmas! Carol, get there, NOW!"

"Almost there-Ms. Marvel out!" she replied with more fear and dread in her voice, but it wasn't for her own concern of facing a more demented version of Venom; it was for Peter: she remembered when he told him how Carnage was one of his most deadly enemies, how he could never sense him and how psychotic and sadistic he was as his host was a notorious serial killer. Whatever Cage had seen to make him react like that filled her with dread.

"I'm coming, Peter, just hang on."

* * *

"Ugh…anyone get the number of that truck?" he moaned as he staggered up onto his feet again, only to be slammed back into the ground again by a powerful force, then to be flung into a nearby car. "I'm ok!... ok, no I'm not…"

"Don't leave us yet, Spider-Man," the sadistic drawl rasped as he got back up again. Peter turned his head to see Carnage standing on a nearby armored truck the Symbiote on his body oozing up and down as the villain gave a psychotic smile. "The fun is just starting." Instantly, Carnage began shooting bits of his Symbiote at Spider-Man in the form of axes and knives and such, and the hero barely managed to dodge any of them.

"Stay still, Spider-Man!" Carnage yelled as he laughed mercilessly. "You're ruining the fun!"

'Dammit, this isn't good!' Peter thought as he landed next to where the paramedics were trying to help the badly mutilated victims of the villain/serial killer. 'Gotta figure out how to keep him busy until some help arrives-' Carnage then tackled him, ripping him from his thoughts, as he drove a Symbiote scythe into his arm.

"AARRRGHH!" Peter yelled in agony as he tried to rip Carnage's body off him, but was unsuccessful; Carnage was able to pin him to the ground, slowly driving his finger-like scythe deeper into his arm, making him scream in agony even more. The only upside to this was that his irradiated blood would keep the Symbiote from bonding with it as it did with Kassady all those years ago.

"That's right, scream, bug," Carnage sneered. "Welcome the pain, welcome the death and suffering. This is how life is supposed to be like, Spider-Man-order means nothing and we are all-"

**FWOOSH**

"GET OFF HIM!" Ms. Marvel roared as she zoomed in and ripped Carnage off of Peter and viciously punched him in the face before flinging him into another nearby car. With the villain out of the way for the moment, Carol immediately rushed over to Peter. She saw that his costume was shredded along the torso and his mask was torn along the mouth and his left eye."Peter, are you ok-oh, my god…" she gasped as she saw the large gash on Peter's arm. "Peter, you're-!"

"Carol," Peter replied as he grabbed her hand. "It's nothing compared to other times; don't worry, it's not as bad as it looks. He just tried to cut off my arm, and it'll heal."

"He was inside you?! I didn't-"

"It's not your fault." His firm voice managed to get through to her. "Look, Carol, I'm just glad you showed up, I don't know how much longer I could've handled him…and…it's nice to see you again, too," he finished with a sheepish grin.

Despite the severity of the situation, Carol couldn't help but smile a bit in return, feeling herself turn a bit pink. "It's nice to see you, Peter, though the situation could-"

"WOHOO, THAT WAS FUN!"

Carol and Peter instantly returned their focus back to Carnage, who was back on the ground, ready to strike.

"I gotta say, Web Man, your lady friend sure can pack a punch! Boy, am I gonna enjoy tearing her apart limb from limb!"

"You had to fight Carnage, of all your bad guys, today, didn't you?" Carol teased as she got up to confront the supervillian.

"Be careful," he replied as medics rushed over to him to tend to his wound.

"Alright, Carnage," Ms. Marvel said as she began floating up, her fists glowing with energy. "I'm giving you one chance to surrender here. I've taken Venom before, so you really-"

"AHAHAHAHAHAHAHAHA!" Carnage instantly laughed, and Carol's resolve instantly shook upon hearing the mirthless and sadistic laugh. It sounded so…empty and cold. "The old man?! Are you kidding me?! I was made from Venom, yeah, but I'm NOTHING like that thing! I am waaaay worse than him; whatever happened to you when you fought him-that's NOTHING compared to what I'm gonna do to you, Spider Slut!"

"Ooooh," Spider-Man yelled over as Carol's eyes instantly began glowing in anger, her face etching into anger. "Shouldn't have done that, Kasady!"

Before Carnage could even begin to understand what that meant or what was going on, he was slammed instantly into the ground and punched repeatedly over and over again by two powerful fists.

"DO NOT CALL ME A SLUT!" Carol roared as she continued to pummel the supervillian mercilessly further into the ground. "I GET REALLY ANGRY WHEN PEOPLE SAY-!"

**SPLAT SPLAT!**

"ARRGH!"

Carnage had spit slabs of the Symbiote from his mouth onto her face, instantly blinding her; what he had unintentionally done, however, was induce fear into Ms. Marvel-once she realized that the Symbiote was on her, memories of when Venom had consumed her filled her mind, and she instantly froze under the pressure. That gave Carnage the opening he needed to instantly retaliate, morphing his claws into long daggers and he slashed at Carol's face.

"ARRGH!"

"Ooh I love it when the ladies scream for me!" Carnage howled gleefully as he continue to hack and slash at the heroine, unrelenting until-

"That's it!" Carol roared as she grabbed one of his arms, breaking it with a single snap.

"AAAAAAUUUGHHHHAHAHAHAHAHAHA!" Carnage screamed and laughed, horrifying Carol.

'What the hell is wrong with this thing!?' she screamed in her mind.

"If you wanted it rough, you coulda just said so, Ms. Marvel!" Carnage sneered. "I can definitely make a woman out of you!"

"Ok, you just pissed me off more than you did, and I didn't even think that was possible!" Carol retorted as she threw Carnage into the air and blasted him with her photon blasts all the way until he landed onto the ground with a sickening thud. What threw off Carol more was that only seconds later, the villain got up and with sickening pops, relocated his arm other dislocated joints.

"Nice toys there, Ms. Marvel!" Carnage yelled up, a malicious smile on his maw. "But I got some nice toys, too!" With that, he began firing dozens of Symbiote projectiles at her, in the shape of various bladed weapons-axes, knives, daggers, the whole nine yards. Before Carol could dodge, they bombarded her, but thanks to her superhuman durability, she was unaffected by the attack; unfortunately, the same couldn't be said about her costume. The bladed projectiles tore at her costume and boots, ad her mask, already shredded when Carnage had slashed her face, couldn't stand the brunt of the attack and simply tore apart. In retaliation, Carol again fired her energy blasts at Carnage, but the villain was quick and dodged it, then he fired what looked like Spider-Man's web lines up at Carol, latching onto her leg, and before she could make sense of what was going on, Carnage was on her.

Literally.

"So, what did old Venom do to a pretty thing like you, huh?" Carnage laughed as he forced the heroine down with a chokehold. "Tell good ol' Carnage, I'm all ears, baby!"

"GET THE HELL OFF ME!" Ms. Marvel roared as she tried with all her might to get the villain off her, but the serial killer turned supervillian was in no mood to let her go.

In a desperate attempt, Carol rocketed upwards, flying off into the air, racing thousands of feet up, then racing back down, making sure that when she impacted, Carnage would take the brunt of the force and impact. With a powerful boom, Ms. Marvel and Carnage collided onto the ground, the impact more than strong enough to jolt Carnage off of Ms. Marvel. Before the villain could do anything, Carol immediately began punching him again, topping it off with a powerful photon blast. She fired again and again but Carnage, with all the grace of Spider-Man that the Symbiote had inherited, was able to swiftly dodge every single one of the blasts. She was really starting to hate him.

"TIME OUT!"

In total shock and surprise, Carol froze. Carnage waved his claws madly at her, as if telling her to wait. The only thought in her head was, 'What the hell is he doing?!'

Suddenly, two red strands of Symbiote webbing shot out from his claws, flying past Carol. "THINK FAST!" Carnage laughed as he pulled. Immediately, something heavy rammed into Carol from behind, surprising her enough to topple her into the ground. It was a firetruck that had arrived in response to the fires breaking out in Spider-Man and Carnage's battle. When she pushed it off herself, she was greeted by a horrible sight.

"Nice life force-can I borrow it? Thanks!" Carnage sneered as he absorbed the energy of a nearby police officer, the cop slowly withering into nothingness. A second later, Ms. Marvel axe kicked Carnage onto the ground, severing the connection of the two and allowing the bit of life force that the villain had stolen to return to the officer.

"Officer, run-NOW!" Carol yelled, right before Carnage screeched in pure fury as it began pummeling the heroine over and over. Carol, mind you, was a pretty strong heroine, and could go head on with Thor, even the Hulk, if she had to. Carnage…he was pretty strong-not Thor or Hulk strong, but strong, and she remembered how Peter once said Carnage was stronger than he and Venom combined.

"NO ONE MESSES WITH MY FEEDING!" Carnage screeched as he continued to pummel, slash and bite at Ms. Marvel. "I'M GOING TO KILL YOU FOR THAT, B****! I'M GONNA SHOW YOUR BLOOD STAINED BODY TO THE WEB STINKER, AND THEN KILL HIM, TOO! I'M GONNA KILL YOU-"

"You know something?" Carol smirked as she managed to grab Carnage by the throat. "You can get in line, pal!" She used all her strength to fling Carnage into the fire truck that he had crashed into her earlier, and the impact activated the truck's sirens and alarms. Instantly, Carnage began screeching in agony from the intensity of the sound waves…but Carol saw something was off here. She remembered Venom was very vulnerable to sound, so she reasoned Carnage would be too, being both were of the same Symbiote. But Carnage seemed to be more resistant to noise and sonic sounds-especially since he was slowly crawling towards her, a ferocious sneer on his maw, but empty coldness in his white eyes.

"THAT. WAS. UNPLEASANT."

Ok…there was one option she had left, but after trying it with Venom, she had been hesitant to use said option. But it was all she had left now…

"YOU'RE MINE!" Carnage screeched as he pounced at the heroine with the agility and grace of the Amazing Spider-Man-

Right into Carol's hands as she grabbed his maw and thrust her other hand into his mouth. Feeling what she was looking for, she grabbed it and with a yell, she pulled out Cletus Kasady from the maw of the Carnage Symbiote.

"NOOOOOO!" he yelled. But Carol could care less about him right now.

Experience taught her what happens when you forget about the Symbiote if you concentrate on the host.

Throwing Kasady aside, Carol instantly grabbed the Symbiote, which was still shrieking and writhering on the ground, keeping it at arms' length and raced for the heavens, flying through the atmosphere and into space, not stopping until she was half way to the moon. With her incredible speed, she immediately turned back to Earth and raced through the atmosphere. The massive kinetic energy converting to heat not only revitalized her strength and energy, but ate away at the still shrieking Symbiote. The more heat from the faster she went, the more quickly the Symbiote withered away.

'Seems like heat isn't a fan of Carnage,' she thought to herself.

By the time Carol reentered Earth, the Symbiote was completely destroyed.

She had won this time.

The trip only took 20 seconds.

Upon touching down back in Manhattan, where the battle took place between the two of them, Carol was welcomed with cheers by the civilians who had seen the battle. She never noticed them, as she immediately went over to the medics who were treating Peter's wounds; despite how he healing better than the average person, she could still see the gash and was instantly worried.

"How is he?"

"He's fine, the tissue is starting to repair itself, and the blood's clotted. He fainted a few minutes ago but he should come to any second now," one medic replied.

"Good, thanks," Carol said as she turned to see the police and SWAT units cautiously approaching the now nude Cletus Kasady. Their weapons at the ready, they seemed ready to fire at any suspicious movement. She didn't understand why they seemed so tense and nervous.

"Kasady, keep your hands were we can see them!"

"No BS or funny stuff, you hear?! Keep them up or we'll shoot!"

Carnage was done and Cletus was nothing without the Symbiote, so why the heavy precautions?

"…hmm, Carol?" Peter's voice brought her back, and she immediately went over to him. "What happened to Carnage?"

"I took care of him," she replied with a smile. "I took a play from when I took on Venom and separated Kasady from the Symbiote, and burned it up in the atmosphere. Kasady's about to be arrested, so-"

"Wait, what?" Peter said in shock, surprising Carol as he got up from the stretcher he was on. "You separated them? And you just left him?!"

"Well, yeah-he's nothing without the suit, right?"

"Carol, the Symbiote's bonded through him via his BLOOD! Dammit, if he cuts himself-"

"KASADY DON'T DO IT!"

"FIRE, DAMMIT FIRE!"

Both Avengers turned back to the scene as a few officers shot at the nude serial killer.

"Oh, no," Peter gasped.

Instantly, where blood was supposed to come out, a red gunk oozed out of Kasady's wounds and began covering his whole body, and Carol instantly recognized the Symbiote.

"OH, COME ON!"

"Hey, guess what, Blondie!" Carnage cackled as he rose to full height and morphed his claws into long blades and sprouted more clawed arms and arms that ended in scythes and sickles, his maw gleaming with sharp fangs. "I came back for seconds! AHAHAHAHAHAHAHAHAHAHA!"

**_XXXXX-A/N-XXXXX_**

**_Yes everyone, this will be a two-parter! Now, would you like to see Spidey team up with Ms. Marvel to take Carnage on, or have her at it alone again?_**

**_Also remember to review, leave feedback and vote for the next villain on the poll on my page!_**

**_Carnage Part 2 coming soon, and now I'm off for Thanksgiving! Until next time readers._**


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